EU Customer Rider
Effective: October 2, 2026
SAAS SERVICES AGREEMENT
EU Customer Rider
This Rider forms part of the SaaS Services Agreement between Forest Admin, Inc. ("Company") and each Customer established in a member state of the European Union ("Customer"), including the Terms and Conditions, any Order Form, their Exhibits and any addendum to the Agreement (together the "Agreement"). In case of conflict between this Rider and the Terms and Conditions, this Rider prevails. Capitalised terms have the meaning given in the Agreement.
1. Governing law. The sentence of Section 9 of the Terms and Conditions reading "This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions" is replaced by: "This Agreement shall be governed by the laws of France, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply."
2. Jurisdiction. Any dispute arising out of or in connection with the Agreement that the parties fail to settle amicably within thirty (30) days of written notice from either party shall be submitted to the exclusive jurisdiction of the courts of Paris, France, including for urgent and interim proceedings.
3. Late payment. Section 4.3 of the Terms and Conditions is supplemented as follows. In accordance with Directive 2011/7/EU as implemented in the governing law, amounts unpaid at the due date bear interest at the rate stated in Section 4.3 or, if lower, the maximum rate permitted by the governing law, without any reminder being required, and Company is entitled to a fixed sum of forty euros (EUR 40) per unpaid invoice as compensation for recovery costs, without prejudice to reasonable further recovery costs. The reference to "immediate termination of Service" in Section 4.3 is read as a right for Company to suspend the Services after fifteen (15) days' written notice of non-payment remaining without effect.
4. Costs of proceedings. The sentence of Section 9 of the Terms and Conditions entitling the prevailing party to recover costs and attorneys' fees is deleted. Costs and fees of any proceedings are allocated by the competent court in accordance with the governing law.
5. Limitation of liability. Section 8 of the Terms and Conditions applies, except that nothing in the Agreement excludes or limits either party's liability for (a) death or personal injury; (b) wilful misconduct or gross negligence (dol or faute lourde or their equivalent under the governing law); (c) breach of its confidentiality obligations under Section 3; or (d) any other liability that cannot be limited under the governing law. The exclusion in Section 8(C) of matters beyond Company's reasonable control is read as a force majeure clause within the meaning of the governing law.
6. Intellectual property indemnity. In Section 7 of the Terms and Conditions, "any United States patent" is read as "any patent, copyright, trade mark or trade secret enforceable in the European Union or the United States".
7. Export control. Section 2.2 of the Terms and Conditions applies in addition to, and not in place of, the export control and sanctions rules of the European Union applicable to Customer.
8. Data protection. The parties' obligations in relation to personal data are governed by the Data Processing Addendum referred to in Section 3.2 of the Terms and Conditions, which includes the Standard Contractual Clauses for transfers outside the European Economic Area. Section 5.4 of the Terms and Conditions (switching under Regulation (EU) 2023/2854) applies to Customer.
9. Standard terms. Customer acknowledges that it has read the Terms and Conditions, this Rider and any Exhibits before subscribing to the Services or signing an Order Form, and that their content was negotiable. Any general terms of purchase of Customer are excluded.
10. Language. The Agreement and this Rider are drawn up in English, which the parties confirm they fully understand. Any translation is for convenience only and the English version prevails.
11. Currency and indexation. Where Fees are stated and invoiced in euros, the index applicable under Section 4.2 of the Terms and Conditions is the Syntec index published by Fédération Syntec, in place of the Consumer Price Index referred to in that Section.
12. No other changes. All other provisions of the Agreement remain unchanged and in full force.